São Paulo, June 10th, 2021 – Azul S.A., “Azul”, (B3: AZUL4, NYSE: AZUL) (“Company”) announces today that its affiliate company, Azul Investments LLP (the “Issuer”), has priced an offering of US$600 million aggregate principal amount of 7.250% Senior Notes due 2026 (the “Notes”) in a transaction exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”) (“Offering”). The Notes will be guaranteed by the Company and Azul Linhas Aéreas Brasileiras S.A. and the Company intends to use the net proceeds of the offering for general corporate purposes. The Issuer expects to deliver the Notes on or about June 15, 2021.
The Offering is being conducted in accordance with the procedures set forth in Rule 144-A of the Securities Act of 1933, as amended (the “Securities Act”) and in Regulation S, both issued by the Securities and Exchange Commission of the United States of America.
This Material Fact is disclosed for information purposes only and shall not, in any circumstances, be construed as an investment recommendation, nor as an offer to purchase or to sell nor a solicitation of an offer to buy any securities. The Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws
The Notes have not, and will not, be registered with the Comissão de Valores Mobiliários, “CVM”. Any public offering or distribution of securities in Brazil, as defined by Brazilian laws and regulations, must be registered or must be expressly exempt from registration with the CVM, pursuant to Law No. 6,385 of December 7, 1976. The Notes may not be offered or sold in Brazil, except in circumstances that do not constitute a public offer or distribution in accordance with Brazilian laws and regulations
Azul will keep all shareholders and the market in general informed about the Offering.